PSE Circular for Brokers No. 2153-99

August 30, 1999 PSE CIRCULAR FOR BROKERS NO. 2153-99 August 28, 1999 PHILIPPINE STOCK EXCHANGE Listings and Disclosure Group 4th Floor, PSE Centre Exchange Road, Ortigas Center Pasig City, Metro Manila FAX 636-08-09 Attention: Ms . Grace de Guia Assistant Manager Disclosure Department Gentlemen : Please be informed that at the meeting of the Stockholders of Waterfront Philippines, Incorporated held on 28 August 1999, the following matters were taken up and acted upon in the manner indicated: 1. The stockholders ratified the declaration by the Board of Directors in its meeting held on February 2, 1999, of a 10% stock dividend out of the Corporation's additional paid-in capital as of March 31, 1998, payable by way of allotment to all stockholders of record of the Corporation as of September 15, 1999, in proportion to their respective stockholdings as of said record date. 2. The increase in the authorized capital stock of the Corporation from P2.0 billion to P5.0 billion as earlier approved by the Board of Directors in its meeting of August 7, 1999 and the corresponding amendment to Article Seventh of the Articles of Incorporation of the Corporation. 3. The investments in the following tourism-related areas as earlier approved by the Board of Directors at its meeting held on August 27, 1999 as follows: (a) the acquisition of up to 98% of the equity, assets, and operations of Davao Insular Hotel Corporation located at Davao City, and in consideration of the final valuation of said investment as determined by the Board, the Corporation shall issue new shares of stock of the Corporation from the existing authorized but unissued stock and/or from the increase in the authorized capital stock at an issue price per share likewise to be determined by the Board; (b) the acquisition of up to 70% of the equity, assets and operations of Fort Ilocandia Resort Hotel located at Laoag City, Ilocos Norte, and in consideration of the final valuation of said investment as determined by the Board of Directors, the Corporation shall issue new shares of stock of the Corporation from the existing authorized but unissued stock/and or from the increase in the authorized capital stock at an issue price per share likewise to be determined by the Board; 4. The increase in the number of directors from five (5) to seven (7) and the corresponding amendment to Article Sixth of the Articles of Incorporation of the Corporation. 5. The designation of Punongbayan & Araullo as the Corporation's external auditors. In the same Stockholders' meeting held on August 28, 1999, the following were elected Directors of the Corporation to serve for the term 1999-2000: a) Mr. Renato B. Magadia b) Mr. Seng Kiong Yap c) Mr. Sherwin T. Gatchalian d) Mr. Donato C. Almeda c) Mr. Wang Yu Huei In view of the increase in the number of directors to seven (7), Messrs. Arsenio Bartolome and Marcelo Fernan, Jr. were elected additional directors to serve as such effective upon approval by the SEC of the amendment increasing the number of directors from 5 to 7. At the Organizational Meeting of the newly-elected members of the Board of Directors the following officers were elected for the year 1999-2000: Chairman Renato B. Magadia Vice-Chairman Sherwin T. Gatchalian President Seng Kiong Yap Treasurer Aristeo R. Cruz Corporate Secretary Arthur R. Ponsaran Asst. Corporate Secretary Riza C. Villegas The stockholders also approved the recommendation of the Board and Management of the Corporation to change the name of Waterfront Mactan Island Hotel & Casino to "Waterfront Airport Hotel". Thank you. STOCK DIVIDEND UPDATE STOCK 10% EX-STOCK SEPTEMBER 9, 1999 RECORD DATE SEPTEMBER 15, 1999 Very truly yours, (SGD.) ARTHUR R. PONSARAN Corporate Secretary